Common use of Purchase and Sale of Securities Clause in Contracts

Purchase and Sale of Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Securities to the Underwriter, and the Underwriter agrees to purchase from the Company the Securities as set forth opposite the name of such Underwriter below on the signature page hereof. The pricing terms of the purchase of the Units by the Underwriter and the pricing terms of the offering of the Units to the public are as set forth in Schedule III hereto. In addition, the Company hereby grants to the Underwriter the option to purchase an aggregate of up to 15% of the Securities purchased pursuant to this Agreement (the “Additional Securities”) and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriter shall have the right to purchase, from the Company (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of such Additional Securities as may be necessary to cover over-allotments, if any, made in connection with the offering of the Securities, at the same purchase price per share to be paid by the Underwriter to the Company for the Securities. This option may be exercised by you in whole or in part, and at any time or from time to time on or before the thirtieth day following the date hereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Securities as to which the option is being exercised, and the date and time when the Additional Securities are to be delivered (such date and time being herein referred to as an “Option Closing Date”); provided, however, that no Option Closing Date shall be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised with respect to the Additional Securities to be purchased on such Option Closing Date nor later than the fifth business day after the date on which the option shall have been exercised with respect to the Additional Securities to be purchased on such Option Closing Date unless the Company and you otherwise agree. Unless the context otherwise requires, references herein to the “Securities” shall also refer to and include the Additional Securities. Payment of the purchase price and delivery for the Additional Securities shall be made at the Option Closing Date in the same manner and at the same office as the payment for the Securities as set forth in subparagraph (b) below. Any closing of the purchase of Additional Securities hereunder is hereinafter referred to as an “Option Closing”).

Purchase and Sale of Securities. On In the basis event the Company’s Board of Directors unanimously resolves to recommence the representationsPhase 1 multiple ascending dose clinical trial of its RGLS4326 product candidate for the treatment of autosomal dominant polycystic kidney disease (ADPKD) (the “Phase 1 Trial”) based on correspondence from the FDA’s Division of Cardiovascular and Renal Products, warranties and agreements herein containedthereafter but on or before December 31, but subject to the terms and conditions herein set forth, 2019 the Company agrees makes a public announcement of its plan to issue and sell recommence the Securities to Phase 1 Trial (the Underwriter“Public Announcement”), and the Underwriter agrees to purchase from the Company the Securities as set forth opposite the name of such Underwriter below on the signature page hereof. The pricing terms of the purchase of the Units by the Underwriter and the pricing terms of the offering of the Units to the public are as set forth in Schedule III hereto. In addition, the Company hereby grants to the Underwriter the option to purchase an aggregate of up to 15% of the Securities purchased pursuant to there shall be a closing under this Agreement (the “Additional SecuritiesMilestone Closing” and, together with the Initial Closing, the “Closings” and each a “Closing”) at which the Company will sell and issue to each Purchaser, and each Purchaser will, severally and not jointly, purchase from the Company, the maximum number of whole Preferred Shares which are convertible (in the aggregate and without regard to any conversion limitations) into a number of Preferred Conversion Shares that does not exceed the quotient of (x) the dollar amount set forth opposite such Purchaser’s name on Exhibit A hereto under the heading “Milestone Closing Shares Subscription Amount” divided by (y) the Milestone Price, rounded down to the nearest whole share; and (B) a Warrant in the form attached hereto as Exhibit B exercisable for a number of shares of Common Stock equal to the number of Preferred Conversion Shares issuable upon conversion of the Preferred Shares purchased by the Purchaser at the Milestone Closing. The Preferred Shares and the Warrants to be issued in the Milestone Closing are collectively referred to herein as the “Milestone Securities” and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriter shall have the right to purchase, from the Company (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of such Additional Securities as may be necessary to cover over-allotments, if any, made in connection together with the offering of the Initial Closing Securities, at the same purchase price per share to be paid by the Underwriter to the Company for the Securities. This option may be exercised by you in whole or in part, and at any time or from time to time on or before the thirtieth day following the date hereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Securities as to which the option is being exercised, and the date and time when the Additional Securities are to be delivered (such date and time being herein referred to herein as an “Option Closing Date”); provided, however, that no Option Closing Date shall be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised with respect to the Additional Securities to be purchased on such Option Closing Date nor later than the fifth business day after the date on which the option shall have been exercised with respect to the Additional Securities to be purchased on such Option Closing Date unless the Company and you otherwise agree. Unless the context otherwise requires, references herein to the “Securities” shall also refer to and include the Additional Securities. Payment of the purchase price and delivery for the Additional Securities shall be made at the Option Closing Date in the same manner and at the same office as the payment for the Securities as set forth in subparagraph (b) below. Any closing of the purchase of Additional Securities hereunder is hereinafter referred to as an “Option Closing”).

Purchase and Sale of Securities. On the basis of Applicable Closing Date, upon the representations, warranties terms and agreements herein contained, but subject to the terms and conditions herein set forthforth herein, the Company agrees to issue and sell the Securities to the Underwritersell, and the Underwriter each Purchaser, severally and not jointly, agrees to purchase from the Company the Securities as set forth opposite the name of such Underwriter below on the signature page hereof. The pricing terms of the purchase of the Units by the Underwriter and the pricing terms of the offering of the Units to the public are as set forth in Schedule III hereto. In addition, the Company hereby grants to the Underwriter the option to purchase an aggregate of up to 15% of the Securities purchased pursuant to this Agreement (the “Additional Securities”) and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriter shall have the right to purchase, from the Company (subject to Shares and Pre-Funded Warrants subscribed for by such adjustment as you shall determine to avoid fractional shares), all or a portion of such Additional Securities as may be necessary to cover over-allotments, if any, made in connection with the offering of the Securities, at the same purchase price per share to be paid by the Underwriter to the Company for the Securities. This option may be exercised by you in whole or in part, and at any time or from time to time on or before the thirtieth day following the date hereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Securities as to which the option is being exercised, and the date and time when the Additional Securities are to be delivered (such date and time being herein referred to as an “Option Closing Date”)Purchaser; provided, however, that no Option Closing Date to the extent that a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates, and any Person acting as a group together with such Purchaser or any of such Purchaser’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing Shares, such Purchaser may elect, by so indicating such election prior to their issuance, to purchase Pre-Funded Warrants in lieu of Shares in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. The “Beneficial Ownership Limitation” shall be earlier than the Closing Date 4.99% (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised or, with respect to each Purchaser, at the Additional Securities election of such Purchaser at Closing, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to be purchased the issuance of the Shares on such Option the Applicable Closing Date nor later than Date. In each case, the fifth business day after the date on which election to receive Pre-Funded Warrants is solely at the option of the Purchaser. Each Purchaser shall have been exercised with respect deliver to the Additional Securities Company, via wire transfer, immediately available funds equal to be purchased such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Option Closing Date unless Purchaser. The Company shall deliver to each Purchaser its respective Shares and Pre-Funded Warrants (if any), as determined pursuant to Sections 2.2 and 2.3, and the Company and you otherwise agree. Unless each Purchaser shall deliver the context otherwise requires, references herein to the “Securities” shall also refer to and include the Additional Securities. Payment of the purchase price and delivery for the Additional Securities shall be made at the Option Closing Date in the same manner and at the same office as the payment for the Securities as other items set forth in subparagraph (b) belowSections 2.2 and 2.3 deliverable at the Applicable Closing. Any closing Upon satisfaction of the purchase covenants and conditions set forth in Sections 2.2, 2.3 and 2.4, the Applicable Closing shall occur at the offices of Additional Securities hereunder is hereinafter referred to as an “Option Closing”Company Counsel or such other location (including remotely by electronic transmission).

Purchase and Sale of Securities. On At the basis initial closing of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Securities to the Underwriter, and the Underwriter agrees to purchase from the Company the Securities as set forth opposite the name of such Underwriter below on the signature page hereof. The pricing terms of the purchase of the Units transaction contemplated by the Underwriter and the pricing terms of the offering of the Units to the public are as set forth in Schedule III hereto. In addition, the Company hereby grants to the Underwriter the option to purchase an aggregate of up to 15% of the Securities purchased pursuant to this Agreement (the “Additional SecuritiesInitial Closing”), the Company will sell and issue to each Purchaser, and each Purchaser will, severally and not jointly, purchase from the Company, (A) andthe number of Common Shares equal to (x) the dollar amount set forth opposite such Purchaser’s name on Exhibit A hereto under the heading “Initial Closing Common Shares Subscription Amount” divided by (y) the Initial Market Price, upon the basis of the warranties and representations and subject rounded down to the terms and conditions herein set forth, the Underwriter shall have the right to purchase, from the Company (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of such Additional Securities as may be necessary to cover over-allotments, if any, made in connection with the offering of the Securities, at the same purchase price per share to be paid by the Underwriter to the Company for the Securities. This option may be exercised by you in nearest whole or in part, and at any time or from time to time on or before the thirtieth day following the date hereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Securities as to which the option is being exercised, and the date and time when the Additional Securities are to be delivered (such date and time being herein referred to as an “Option Closing Date”)share; provided, however, in the event the number of Common Shares resulting from the foregoing calculation would result in such Purchaser, together with its Attribution Parties, beneficially owning in excess of the Beneficial Ownership Limitation of the outstanding Common Stock immediately after the Initial Closing, then (i) the number of Common Shares otherwise issuable to such Purchaser at the Initial Closing will be reduced by the number (such number, the “Initial Overage Number”) of Common Shares that would result in such Purchaser beneficially owning, together with its Attribution Parties, no Option Closing Date shall be earlier more than the Closing Date (as defined below) nor earlier than Beneficial Ownership Limitation of the first business day outstanding Common Stock immediately after the date on Initial Closing, and (ii) the Company will issue to such Purchaser at the Initial Closing the maximum number of whole Preferred Shares which are convertible (in the option shall have been exercised with respect aggregate and without regard to any conversion limitations) into a number of Preferred Conversion Shares that does not exceed the Initial Overage Number; and (B) a Warrant in the form attached hereto as Exhibit B exercisable for a number of shares of Common Stock equal to the Additional Securities number of Common Shares purchased by the Purchaser at the Initial Closing plus, if applicable, the number of Preferred Conversion Shares issuable upon conversion of the Preferred Shares purchased by the Purchaser at the Initial Closing. The Common Shares, Warrants and Preferred Shares to be purchased on such Option issued in the Initial Closing Date nor later than the fifth business day after the date on which the option shall have been exercised with respect are collectively referred to the Additional Securities to be purchased on such Option Closing Date unless the Company and you otherwise agree. Unless the context otherwise requires, references herein to as the “Initial Closing Securities” shall also refer to and include the Additional Securities. Payment of the purchase price and delivery for the Additional Securities shall be made at the Option Closing Date in the same manner and at the same office as the payment for the Securities as set forth in subparagraph (b) below. Any closing of the purchase of Additional Securities hereunder is hereinafter referred to as an “Option Closing”).

Purchase and Sale of Securities. On At the basis closing of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Securities to the Underwriter, and the Underwriter agrees to purchase from the Company the Securities as set forth opposite the name of such Underwriter below on the signature page hereof. The pricing terms of the purchase of the Units transaction contemplated by the Underwriter and the pricing terms of the offering of the Units to the public are as set forth in Schedule III hereto. In addition, the Company hereby grants to the Underwriter the option to purchase an aggregate of up to 15% of the Securities purchased pursuant to this Agreement (the “Additional SecuritiesClosing”), the Company will sell and issue to each Purchaser, and each Purchaser will, severally and not jointly, purchase from the Company, the number of Common Shares equal to (x) andthe dollar amount set forth opposite such Purchaser’s name on Exhibit A hereto under the heading “Subscription Amount” divided by (y) the Purchase Price, upon the basis of the warranties and representations and subject rounded down to the terms and conditions herein set forth, the Underwriter shall have the right to purchase, from the Company (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of such Additional Securities as may be necessary to cover over-allotments, if any, made in connection with the offering of the Securities, at the same purchase price per share to be paid by the Underwriter to the Company for the Securities. This option may be exercised by you in nearest whole or in part, and at any time or from time to time on or before the thirtieth day following the date hereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Securities as to which the option is being exercised, and the date and time when the Additional Securities are to be delivered (such date and time being herein referred to as an “Option Closing Date”)share; provided, however, in the event the number of Common Shares resulting from the foregoing calculation would result in such Purchaser, together with its Attribution Parties, beneficially owning in excess of the Beneficial Ownership Limitation of the outstanding Common Stock immediately after the Closing, then (i) the number of Common Shares otherwise issuable to such Purchaser at the Closing will be reduced by the number (such number, the “Overage Number”) of Common Shares that would result in such Purchaser beneficially owning, together with its Attribution Parties, no Option more than the Beneficial Ownership Limitation of the outstanding Common Stock immediately after the Closing, and (ii) the Company will issue to such Purchaser at the Closing Date shall be earlier than the maximum number of whole Preferred Shares which are convertible (in the aggregate and without regard to any conversion limitations) into a number of Conversion Shares that does not exceed the Overage Number; and provided further, however, and notwithstanding the foregoing, any Purchaser purchasing both Common Shares and Preferred Shares at the Closing must provide the Company and a Placement Agent, by 6:00 p.m. Eastern Time on the day before the Closing Date (as defined below) nor earlier than ), with the first business day after the date on which the option shall have been exercised with respect to the Additional Securities final number of Common Shares to be purchased on by such Option Closing Date nor later than Purchaser at the fifth business day after the date on which the option shall have been exercised with respect to the Additional Securities to be purchased on Closing, and each such Option Closing Date unless Purchaser acknkowledges that the Company and you otherwise agree. Unless the context otherwise requires, references herein other Purchasers will rely on the same to determine the “Securities” shall also refer to and include the Additional Securities. Payment number of the purchase price and delivery for the Additional Securities shall shares of Common Stock that will be made outstanding at the Option Closing Date in the same manner and at the same office as the payment for the Securities as set forth in subparagraph (b) below. Any closing of the purchase of Additional Securities hereunder is hereinafter referred to as an “Option Closing”).

Purchase and Sale of Securities. On At the basis closing of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Securities to the Underwriter, and the Underwriter agrees to purchase from the Company the Securities as set forth opposite the name of such Underwriter below on the signature page hereof. The pricing terms of the purchase of the Units transaction contemplated by the Underwriter and the pricing terms of the offering of the Units to the public are as set forth in Schedule III hereto. In addition, the Company hereby grants to the Underwriter the option to purchase an aggregate of up to 15% of the Securities purchased pursuant to this Agreement (the “Additional SecuritiesClosing”), the Company will sell and issue to each Purchaser, and each Purchaser will, severally and not jointly, purchase from the Company, the number of Shares equal to, (x) andthe dollar amount set forth opposite such Purchaser’s name on Schedule 1 hereto under the heading “Subscription Amount” divided by (y) the Per Share Purchase Price, upon the basis of the warranties and representations and subject rounded down to the terms and conditions herein set forth, the Underwriter shall have the right to purchase, from the Company (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of such Additional Securities as may be necessary to cover over-allotments, if any, made in connection with the offering of the Securities, at the same purchase price per share to be paid by the Underwriter to the Company for the Securities. This option may be exercised by you in nearest whole or in part, and at any time or from time to time on or before the thirtieth day following the date hereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Securities as to which the option is being exercised, and the date and time when the Additional Securities are to be delivered (such date and time being herein referred to as an “Option Closing Date”)share; provided, however, in the event the number of Shares resulting from the foregoing calculation would result in such Purchaser, together with its Attribution Parties, beneficially owning in excess of the Beneficial Ownership Limitation of the outstanding Common Stock immediately after the Closing, then (i) the number of Shares otherwise issuable to such Purchaser at the Closing will be reduced by the number (such number, the “Overage Number”) of Shares that would result in such Purchaser beneficially owning, together with its Attribution Parties, no Option more than the Beneficial Ownership Limitation of the outstanding Common Stock immediately after the Closing, (ii) if elected by the Purchaser, the Company will issue to such Purchaser at the Closing Date a Pre-Funded Warrant that is exercisable for a number of Warrant Shares that is equal to the Overage Number, (iii) the Subscription Amount payable by such Purchaser at the Closing pursuant to Section 1.1(b) below shall be earlier than reduced by $0.001 for each Warrant Share subject to the Pre-Funded Warrant being purchased by such Purchaser and (iv) to the extent the Purchaser has elected not to purchase Pre-Funded Warrants, such Purchaser’s Subscription Amount shall equal to the number of Shares such Purchaser purchases at Closing multiplied by the Per Share Purchase Price. The Pre-Funded Warrants shall have an exercise price of $0.001 per Warrant Share. The applicable Purchaser’s name, Beneficial Ownership Limitation, Shares to be acquired, Warrant Shares underlying the Pre-Funded Warrant, aggregate Subscription Amount and aggregate amount of funds to be payable pursuant to this Section 1.1(a) are set forth on Schedule 1, provided the Warrant Shares underlying the Pre-Funded Warrant shall be increased, if applicable, and the Shares reduced, as necessary, as a result of any purchase by such Purchaser (or its Attribution Parties) of shares of Common Stock (or securities exercisable or convertible into shares of Common Stock) following the execution of this Agreement and prior to the Closing Date (as defined belowother than pursuant to this Agreement) nor earlier than to ensure that such Purchaser, together with its Attribution Parties, does not beneficially own in excess of the first business day Beneficial Ownership Limitation of the outstanding shares of Common Stock immediately after the date on which the option shall have been exercised with respect to the Additional Securities to be purchased on such Option Closing Date nor later than the fifth business day after the date on which the option shall have been exercised with respect to the Additional Securities to be purchased on such Option Closing Date unless the Company and you otherwise agree. Unless the context otherwise requires, references herein to the “Securities” shall also refer to and include the Additional Securities. Payment of the purchase price and delivery for the Additional Securities shall be made at the Option Closing Date in the same manner and at the same office as the payment for the Securities as set forth in subparagraph (b) below. Any closing of the purchase of Additional Securities hereunder is hereinafter referred to as an “Option Closing”).

Purchase and Sale of Securities. On (a) At the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forthFirst Closing, the Company agrees to will allot, issue and sell the Securities to the Underwritereach Purchaser, and each Purchaser will subscribe for from the Underwriter agrees Company, the number of Preference Shares, if any, (the “Preference Shares”) and the number of Ordinary Shares (the “First Closing Ordinary Shares” and together with the Preference Shares, the “First Closing Securities”), each Ordinary Share represented by one American Depositary Share (each, an “ADS” and collectively, “ADSs”), in each case as set forth opposite such Purchaser’s name on Exhibit A hereto. The purchase or subscription price for each unit of the First Closing Securities shall be US$2.30 (the “Per Share First Closing Purchase Price”) of which the dollar amount equivalent to purchase ₤0.50 per Preference Share on the First Closing Date shall be paid in respect of each Preference Share purchased, if any. (b) The Purchasers will have the option to invest the Second Closing Amount as provided herein. If the Purchasers, in accordance with Section 1.1(c), elect to invest the Second CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS (*) DENOTE SUCH OMISSIONS. Closing Amount, then at the Second Closing, the Company will allot, issue and sell to each Purchaser, and each Purchaser will subscribe for from the Company the Securities number of Ordinary Shares (the “Second Closing Securities” and, together with the First Closing Securities, the “Securities”), each Ordinary Share represented by one ADS, that is equal to the quotient obtained by dividing (A) the product of (x) the Second Closing Amount and (y) such Purchaser’s “Pro Rata Percentage” as set forth opposite the such Purchaser’s name of such Underwriter below on the signature page hereof. The pricing terms of the purchase of the Units by the Underwriter and the pricing terms of the offering of the Units to the public are as set forth in Schedule III Exhibit A hereto. In addition, the Company hereby grants to the Underwriter the option to purchase an aggregate of up to 15% of the Securities purchased pursuant to this Agreement (the “Additional Securities”) and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriter shall have the right to purchase, from the Company (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of such Additional Securities as may be necessary to cover over-allotments, if any, made in connection with the offering of the Securities, at the same purchase price per share to be paid by the Underwriter to the Company for the Securities. This option may be exercised by you in whole or in part, and at any time or from time to time on or before the thirtieth day following the date hereof, by written notice to (B) the Company. Such notice shall set forth the aggregate number of Additional Securities as to which the option is being exercised, and the date and time when the Additional Securities are to be delivered (such date and time being herein referred to as an “Option Per Share Second Closing Date”); provided, however, that no Option Closing Date shall be earlier than the Closing Date Purchase Price (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised with respect to the Additional Securities to be purchased on such Option Closing Date nor later than the fifth business day after the date on which the option shall have been exercised with respect to the Additional Securities to be purchased on such Option Closing Date unless the Company and you otherwise agree). Unless the context otherwise requires, references herein to the The “Securities” shall also refer to and include the Additional Securities. Payment of the purchase price and delivery for the Additional Securities shall be made at the Option Closing Date in the same manner and at the same office as the payment for the Securities as set forth in subparagraph (b) below. Any closing of the purchase of Additional Securities hereunder is hereinafter referred to as an “Option Closing”).

Purchase and Sale of Securities. On At the basis closing of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Securities to the Underwriter, and the Underwriter agrees to purchase from the Company the Securities as set forth opposite the name of such Underwriter below on the signature page hereof. The pricing terms of the purchase of the Units transaction contemplated by the Underwriter and the pricing terms of the offering of the Units to the public are as set forth in Schedule III hereto. In addition, the Company hereby grants to the Underwriter the option to purchase an aggregate of up to 15% of the Securities purchased pursuant to this Agreement (the “Additional SecuritiesClosing”), the Company will sell and issue to each Purchaser, and each Purchaser will, severally and not jointly, purchase from the Company, the number of Shares equal to (x) andthe dollar amount set forth opposite such Purchaser’s name on Exhibit A hereto under the heading “Subscription Amount” divided by (y) the Per Share Purchase Price, upon the basis of the warranties and representations and subject rounded down to the terms and conditions herein set forth, the Underwriter shall have the right to purchase, from the Company (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of such Additional Securities as may be necessary to cover over-allotments, if any, made in connection with the offering of the Securities, at the same purchase price per share to be paid by the Underwriter to the Company for the Securities. This option may be exercised by you in nearest whole or in part, and at any time or from time to time on or before the thirtieth day following the date hereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Securities as to which the option is being exercised, and the date and time when the Additional Securities are to be delivered (such date and time being herein referred to as an “Option Closing Date”)share; provided, however, in the event the number of Shares resulting from the foregoing calculation would result in such Purchaser, together with its Attribution Parties, beneficially owning in excess of the Beneficial Ownership Limitation of the outstanding Ordinary Shares immediately after the Closing, then (i) the number of Shares otherwise issuable to such Purchaser at the Closing will be reduced by the number (such number, the “Overage Number”) of Shares that would result in such Purchaser beneficially owning, together with its Attribution Parties, no Option more than the Beneficial Ownership Limitation of the outstanding Ordinary Shares immediately after the Closing, (ii) the Company will issue to such Purchaser at the Closing Date a Pre-Funded Warrant that is exercisable for a number of Warrant Shares that is equal to the Overage Number, and (iii) the Subscription Amount payable by such Purchaser at the Closing pursuant to Section 1.1(b) below shall be earlier than reduced by $0.001 for each Warrant Share subject to the Pre-Funded Warrant being purchased by such Purchaser. The Pre-Funded Warrants shall have an exercise price of $0.001 per Warrant Share. The applicable Purchaser’s name, Beneficial Ownership Limitation, Shares to be acquired, Warrant Shares underlying the Pre-Funded Warrant, aggregate Subscription Amount and aggregate amount of funds to be payable pursuant to this Section 1.1 are set forth on Exhibit A, provided the Warrant Shares underling the Pre-Funded Warrant shall be increased, and the Shares correspondingly reduced, as necessary, a result of any purchase by such Purchaser (or its Attribution Parties) of Ordinary Shares (or securities exercisable or convertible into Ordinary Shares) following the execution of this Agreement and prior to the Closing Date (as defined belowother than pursuant to this Agreement) nor earlier than to ensure that such Purchaser, together with its Attribution Parties, does not beneficially own in excess of the first business day Beneficial Ownership Limitation of the outstanding Ordinary Shares immediately after the date on which the option shall have been exercised with respect to the Additional Securities to be purchased on such Option Closing Date nor later than the fifth business day after the date on which the option shall have been exercised with respect to the Additional Securities to be purchased on such Option Closing Date unless the Company and you otherwise agree. Unless the context otherwise requires, references herein to the “Securities” shall also refer to and include the Additional Securities. Payment of the purchase price and delivery for the Additional Securities shall be made at the Option Closing Date in the same manner and at the same office as the payment for the Securities as set forth in subparagraph (b) below. Any closing of the purchase of Additional Securities hereunder is hereinafter referred to as an “Option Closing”).

Purchase and Sale of Securities. On the basis of the representationsThe Company hereby agrees to sell to each Purchaser and, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Securities to the Underwriter, and the Underwriter each Purchaser agrees to purchase from the Company the Securities as aggregate principal amount of Subordinated Notes set forth opposite such Purchaser’s name in the name of Purchaser Schedule attached hereto at the purchase price set forth therefor in such Underwriter below on the signature page hereofPurchaser Schedule. The pricing terms of the purchase of the Units by the Underwriter and the pricing terms of the offering of the Units Parent hereby agrees to the public are as set forth in Schedule III hereto. In addition, the Company hereby grants sell to the Underwriter the option to purchase an aggregate of up to 15% of the Securities purchased pursuant to this Agreement (the “Additional Securities”) each Purchaser and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, each Purchaser agrees to purchase from the Underwriter Parent the Equity Interests set forth for such Purchaser in such Purchaser Schedule representing the number of shares of Senior Preferred Stock, Junior Preferred Stock and Common Stock set forth opposite such Purchaser’s name in such Purchaser Schedule for a purchase price set forth therefor in such Purchaser Schedule. The Company will deliver to each Purchaser, at the office of Xxxxxx & Xxxxxxx LLP at 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, one or more Subordinated Notes, and the Parent will deliver to each Purchaser at such office one or more certificates representing the Senior Preferred Stock, Junior Preferred Stock and Common Stock, in each case registered in such Purchaser’s name (or, if specified in the Purchaser Schedule, in the name of the nominee(s) for such Purchaser specified in the Purchaser Schedule), evidencing (in the case of the Subordinated Notes) the aggregate principal amount of Subordinated Notes to be purchased by such Purchaser and in the denomination or denominations specified with respect to such Purchaser in the Purchaser Schedule against payment of the purchase price thereof by transfer of immediately available funds on the closing date, which shall have be September 24, 2003 or any other date upon which the right Company, the Parent and the Purchasers may mutually agree (herein called the “Closing Date”), for credit to purchasethe account or accounts as shall be specified in a letter, in substantially the form of Exhibit B hereto, from the Company (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of such Additional Securities as may be necessary to cover over-allotments, if any, made in connection with and the offering of the Securities, at the same purchase price per share to be paid by the Underwriter Parent to the Company for the Securities. This option may be exercised by you in whole or in part, and at any time or from time to time on or before the thirtieth day following the date hereof, by written notice Purchasers delivered not less than one (1) Business Day prior to the Company. Such notice shall set forth the aggregate number of Additional Securities as to which the option is being exercised, and the date and time when the Additional Securities are to be delivered (such date and time being herein referred to as an “Option Closing Date”); provided, however, that no Option Closing Date shall be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised with respect to the Additional Securities to be purchased on such Option Closing Date nor later than the fifth business day after the date on which the option shall have been exercised with respect to the Additional Securities to be purchased on such Option Closing Date unless the Company and you otherwise agree. Unless the context otherwise requires, references herein to the “Securities” shall also refer to and include the Additional Securities. Payment of the purchase price and delivery for the Additional Securities shall be made at the Option Closing Date in the same manner and at the same office as the payment for the Securities as set forth in subparagraph (b) below. Any closing of the purchase of Additional Securities hereunder is hereinafter referred to as an “Option Closing”).

Purchase and Sale of Securities. On Except for the basis of securities to be purchased and sold at the representationsAdditional Closing, warranties and agreements herein contained, but subject to at the terms and conditions herein set forthClosing, the Company agrees to will issue and sell to each Purchaser, and each Purchaser will, severally and not jointly, purchase from the Securities Company, (a) the number of shares of Common Stock (the “ Shares”) set forth opposite such Purchaser’s name on Exhibit A hereto, at a purchase price of $[___] per Share (the “Share Purchase Price”), which is the consolidated closing bid price of the Common Stock as reported on Nasdaq on the date of this Agreement, (b) for each indicated Purchaser whose purchase of Shares hereunder would otherwise result in such Purchaser, together with its affiliates, beneficially owning more than 9.99% of the outstanding Common Stock immediately following the Closing, in lieu of Shares and only to that extent, the number of pre-funded warrants to purchase shares of Common Stock set forth opposite such Purchaser’s name on Exhibit A hereto and substantially in the form of Exhibit B-1 hereto (the “ Pre-Funded Warrants”), at a purchase price per Pre-Funded Warrant equal to the UnderwriterShare Purchase Price minus $0.01, and (c) the number of warrants set forth opposite such Purchaser’s name on Exhibit A hereto and substantially in the form ofExhibit B-2 hereto (the “ Common Warrants”), at a purchase price of $0.125 per Common Warrant. At the Additional Closing, the Company will issue and sell to each Purchaser listed on Exhibit A under the heading “Additional Closing”, and each such Purchaser will, severally and not jointly, purchase from the Company, (x) the number of shares of Common Stock (which shall also be deemed “Shares”) set forth opposite such Purchaser’s name on Exhibit A hereto under the heading “Additional Closing”, at the Share Purchase Price and (y) the number of Common Warrants set forth opposite such Purchaser’s name on Exhibit A hereto under the heading “Additional Closing”, at a purchase price of $0.125 per Common Warrant. Each Pre-Funded Warrant shall be exercisable for one (1) share of Common Stock at an exercise price equal to $0.01. For each Share and for each Pre-Funded Warrant purchased by a Purchaser, such Purchaser shall receive a Common Warrant to purchase one share of Common Stock at an exercise price equal to $[___]. The Pre-Funded Warrants and the Common Warrants are referred to collectively as the “Warrants”, and the Underwriter agrees to purchase from the Company the Securities as set forth opposite the name of such Underwriter below on the signature page hereof. The pricing terms of the purchase of the Units by the Underwriter Shares and the pricing terms of Warrants are referred to collectively as the offering of the Units to the public are as set forth in Schedule III hereto. In addition, the Company hereby grants to the Underwriter the option to “Securities.” Each Purchaser’s aggregate purchase an aggregate of up to 15% of price for the Securities purchased pursuant to this Agreement (the “Additional Securities”) and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriter shall have the right to purchase, from the Company (subject to by such adjustment as you shall determine to avoid fractional shares), all or a portion of such Additional Securities as may be necessary to cover over-allotments, if any, made in connection with the offering of the Securities, at the same purchase price per share to be paid by the Underwriter to the Company for the Securities. This option may be exercised by you in whole or in part, and at any time or from time to time on or before the thirtieth day following the date hereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Securities as to which the option Purchaser hereunder is being exercised, and the date and time when the Additional Securities are to be delivered (such date and time being herein referred to as an “Option Closing Datethe “ Aggregate Purchase Price.”); provided, however, that no Option Closing Date shall be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised with respect to the Additional Securities to be purchased on such Option Closing Date nor later than the fifth business day after the date on which the option shall have been exercised with respect to the Additional Securities to be purchased on such Option Closing Date unless the Company and you otherwise agree. Unless the context otherwise requires, references herein to the “Securities” shall also refer to and include the Additional Securities. Payment of the purchase price and delivery for the Additional Securities shall be made at the Option Closing Date in the same manner and at the same office as the payment for the Securities as set forth in subparagraph (b) below. Any closing of the purchase of Additional Securities hereunder is hereinafter referred to as an “Option Closing”).

Purchase and Sale of Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the (a) The Company agrees to issue and sell the Securities to the Underwriteryou, and the Underwriter agrees to purchase from the Company the Securities as set forth opposite the name of such Underwriter below on the signature page hereof. The pricing terms of the purchase of the Units by the Underwriter and the pricing terms of the offering of the Units to the public are as set forth in Schedule III hereto. In addition, the Company hereby grants to the Underwriter the option to purchase an aggregate of up to 15% of the Securities purchased pursuant to this Agreement (the “Additional Securities”) and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forthhereof and in reliance upon the representations and warranties of the Company contained herein, the Underwriter shall have the right you agree to purchase, purchase from the Company (subject to such adjustment as you shall determine to avoid fractional shares)Company, all or a portion of such Additional Securities as may be necessary to cover over-allotmentsMortgage Notes in the aggregate principal amount, if any, made specified opposite your name in connection SCHEDULE I hereto, at a purchase price equal to the principal amount thereof (such aggregate purchase price being referred to herein as the "NOTE PURCHASE PRICE"). The Parent agrees to sell to you, and upon and subject to the terms and conditions hereof and in reliance upon the representations and warranties of the Parent contained herein, you agree to purchase from the Parent (i) the number of shares of Senior Preferred Stock, if any, specified opposite your name in SCHEDULE I hereto, at a purchase price equal to $100.00 per share of Senior Preferred Stock, for an aggregate purchase price equal to $7,929,605 (such aggregate purchase price being referred to herein as the "SENIOR PREFERRED STOCK PURCHASE PRICE")); and (ii) shares of Class E Common Stock specified opposite your name in SCHEDULE I hereto, for an aggregate purchase price equal to $2,070,395 (such aggregate purchase price being referred to herein as the "COMMON STOCK PURCHASE PRICE"; and, together with the offering of Note Purchase Price and the SecuritiesSenior Preferred Stock Purchase Price, at the same purchase price per share "PURCHASE PRICE"). The Mortgage Notes, Senior Preferred Stock and Class E Common Stock (collectively, the "SECURITIES") are to be paid by the Underwriter sold and delivered together at a closing to the Company for the Securities. This option may be exercised by you in whole held on April 27, 1995 at 10:00 A.M., Eastern time, or in part, and at any time or from time to time on or before the thirtieth day following the date hereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Securities as to which the option is being exercised, and the such other date and time when as shall be agreed upon by you, the Additional Securities are to be delivered Company and the Parent, and in any event not later than 10:00 A.M. Eastern time (such date and time being herein referred to as an “Option Closing Date”hereinafter called the "CLOSING DATE"); provided, however, that no Option Closing Date shall be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised with respect to the Additional Securities to be purchased on such Option Closing Date nor later than the fifth business day after the date on which the option shall have been exercised with respect to the Additional Securities to be purchased on such Option Closing Date unless the Company and you otherwise agree. Unless the context otherwise requires, references herein to the “Securities” shall also refer to and include the Additional Securities. Payment of the purchase price and delivery for the Additional Securities shall be made at the Option Closing Date in the same manner and at the same office as the payment for the Securities as set forth in subparagraph (b) below. Any closing offices of the purchase of Additional Securities hereunder is hereinafter referred to as an “Option Closing”)Xxxxxxxx Kill Xxxxx & Xxxxxxxx, P.C., 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000.

Purchase and Sale of Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forthforth in this Agreement: (i) the Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company at the First Time of Delivery (as defined below), at a purchase price per share of $[●], the respective number of shares of Firm Securities (to be adjusted by Wedbush so as to eliminate fractional shares) set forth opposite the names of the Underwriters in Schedule III hereto. The pricing terms of the purchase of the Firm Securities by the Underwriters and the pricing terms of the offering of the Firm Securities to the public are as set forth in Schedule II hereto and (ii) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to issue and sell to each of the Securities to the UnderwriterUnderwriters, and each of the Underwriter agrees Underwriters agrees, severally and not jointly, to purchase from the Company Company, at the Second Time of Delivery (as defined below), at the purchase price per share set forth in clause (a)(i) of this Section 2, that number of Optional Securities determined by multiplying the number of Optional Securities as to which such election shall have been exercised (to be adjusted by Wedbush so as to eliminate fractional shares) by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter below on the signature page hereof. The pricing terms of the purchase of the Units by the Underwriter and the pricing terms of the offering of the Units to the public are as set forth in Schedule III heretohereto and the denominator of which is the maximum number of Optional Securities that all of the Underwriters are entitled to purchase hereunder. In addition, the The Company hereby grants to the Underwriter the option to purchase an aggregate of up to 15% of the Securities purchased pursuant to this Agreement (the “Additional Securities”) and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriter shall have Underwriters the right to purchase, from the Company (subject purchase at their election up to such adjustment as you shall determine to avoid fractional shares), all or a portion of such Additional Securities as may be necessary to cover over-allotments, if any, made in connection with the offering of the [●] Optional Securities, at the same purchase price per share to be paid by the Underwriter to the Company set forth in clause (a)(i) of this Section 2, for the sole purpose of covering sales of shares in excess of the number of Firm Securities. This option Any such election to purchase Optional Securities may be exercised by you in whole or in part, and at any time or from time to time on or before the thirtieth day following the date hereof, only by written notice (the “Election Notice”) from Wedbush to the Company. Such notice shall set , given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Additional Optional Securities as to which the option is being exercised, be purchased and the date and time when the Additional on which such Optional Securities are to be delivered (such date and time being herein referred to delivered, as an “Option Closing Date”); provided, however, that determined by Wedbush but in no Option Closing Date shall be event earlier than the Closing Date First Time of Delivery (as defined below) nor or, unless Wedbush and the Company otherwise agree in writing, earlier than the first two or later than ten business day days after the date on which the option shall have been exercised with respect to the Additional Securities to be purchased on of such Option Closing Date nor later than the fifth business day after the date on which the option shall have been exercised with respect to the Additional Securities to be purchased on such Option Closing Date unless the Company and you otherwise agree. Unless the context otherwise requires, references herein to the “Securities” shall also refer to and include the Additional Securities. Payment of the purchase price and delivery for the Additional Securities shall be made at the Option Closing Date in the same manner and at the same office as the payment for the Securities as set forth in subparagraph (b) below. Any closing of the purchase of Additional Securities hereunder is hereinafter referred to as an “Option Closing”)notice.

Purchase and Sale of Securities. On the basis of the representations, warranties and agreements herein contained, but subject Subject to the terms and conditions herein set forth, (a) the Company agrees to issue and sell to each of the Securities to the UnderwriterUnderwriters, and each of the Underwriter agrees Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price per share of $27.8875, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule I hereto and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the purchase price per share set forth in clause (a) of this Section 2, that portion of the number of Optional Securities as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter below on in Schedule I hereto and the signature page hereofdenominator of which is the maximum number of Optional Securities that all of the Underwriters are entitled to purchase hereunder. The pricing terms of the purchase of the Units by the Underwriter and the pricing terms of the offering of the Units to the public are as set forth in Schedule III hereto. In addition, the Company hereby grants to the Underwriter the option to purchase an aggregate of up to 15% of the Securities purchased pursuant to this Agreement (the “Additional Securities”) and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriter shall have Underwriters the right to purchase, from the Company (subject purchase at their election up to such adjustment as you shall determine to avoid fractional shares), all or a portion of such Additional Securities as may be necessary to cover over-allotments, if any, made in connection with the offering of the 6,300,000 Optional Securities, at the same purchase price per share set forth in the paragraph above, provided that the purchase price per Optional Share shall be reduced by an amount per share equal to be paid any dividends or distributions declared by the Underwriter to Company and payable on the Company for Firm Securities but not payable on the Optional Securities. This option Any such election to purchase Optional Securities may be exercised by you in whole or in part, and at any time or from time to time on or before the thirtieth day following the date hereof, only by written notice from you to the Company. Such notice shall set , given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Additional Optional Securities as to which the option is being exercised, be purchased and the date and time when the Additional on which such Optional Securities are to be delivered (such date and time being herein referred to delivered, as an “Option Closing Date”); provided, however, that determined by you but in no Option Closing Date shall be event earlier than the Closing Date First Time of Delivery (as defined belowin Section 4 hereof) nor or, unless you and the Company otherwise agree in writing, earlier than the first two or later than ten business day days after the date on which the option shall have been exercised with respect to the Additional Securities to be purchased on of such Option Closing Date nor later than the fifth business day after the date on which the option shall have been exercised with respect to the Additional Securities to be purchased on such Option Closing Date unless the Company and you otherwise agree. Unless the context otherwise requires, references herein to the “Securities” shall also refer to and include the Additional Securities. Payment of the purchase price and delivery for the Additional Securities shall be made at the Option Closing Date in the same manner and at the same office as the payment for the Securities as set forth in subparagraph (b) below. Any closing of the purchase of Additional Securities hereunder is hereinafter referred to as an “Option Closing”)notice.

Purchase and Sale of Securities. On the basis of the representations, warranties and agreements herein contained, but subject Subject to the terms and conditions herein set forth, the Company hereby agrees to issue and sell the Securities to the Underwritereach Purchaser, and the Underwriter each Purchaser agrees to that it will purchase from the Company, at the Closing (as defined herein), for an aggregate purchase price to be paid by such Purchaser to the Company the Securities as set forth opposite such Purchaser’s name in the column entitled “Purchase Price” on Schedule I (the “Purchase Price”) the number of shares of Series A Preferred Stock and Common Stock and the number of Series A Preferred Stock Warrants and Common Stock Warrants, as set forth opposite such Purchaser’s name on Schedule I. Concurrently with the execution of such Underwriter below on this Agreement each Purchaser (other than Newcourt with respect to clause (i) of this sentence) has delivered into escrow (i) an amount of immediately available funds equal to its Purchase Price (the “Escrowed Funds”); and (ii) counterpart signature pages of each of the Stockholders Agreement, the Stock Trading Agreement and the Investor Rights Agreement. Distribution of the Escrowed Funds and the signature page hereofpages described in clause (ii) of the preceding sentence shall be governed by the Escrow Agreement. The pricing terms Subject to the satisfaction or waiver of the parties’ respective conditions to closing set forth in Sections 3.1 and 3.2, the closing of the purchase of the Units by the Underwriter and the pricing terms of the offering of the Units to the public are as set forth in Schedule III hereto. In addition, the Company hereby grants to the Underwriter the option to purchase an aggregate of up to 15% sale of the Securities purchased pursuant to this Agreement (the “Additional SecuritiesClosing”) andshall take place on September 10, upon 2001, or at such other time and on such other date as the basis of the warranties Purchasers and representations and subject to the terms and conditions herein set forth, the Underwriter shall have the right to purchase, from the Company may agree (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of such Additional Securities as may be necessary to cover over-allotments, if any, made in connection with the offering of the Securities, at the same purchase price per share to be paid by the Underwriter to the Company for the Securities. This option may be exercised by you in whole or in part, and at any time or from time to time on or before the thirtieth day following the date hereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Securities as to which the option is being exercised, and the date and time when the Additional Securities are to be delivered (such date and time being herein referred to as an “Option Closing Date”); provided. At the Closing, howeverthe Company will deliver to each Purchaser at the offices of Xxxxxx & Xxxxxxx, that no Option Closing Date shall be earlier than 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000, or at such other location as the Closing Date (Purchasers and the Company may agree, one or more stock certificates, as defined below) nor earlier than each Purchaser may request, registered in such Purchaser’s name or otherwise as such Purchaser may direct, evidencing the first business day after the date on which the option shall have been exercised with respect to the Additional Securities shares of Series A Preferred Stock and shares of Common Stock to be purchased on by such Option Closing Date nor later than the fifth business day after the date on which the option shall have been exercised Purchaser, together with respect to the Additional Securities to be purchased on such Option Closing Date unless the Company 750,000 Common Stock Warrants and you otherwise agree. Unless the context otherwise requires100,000 Series A Preferred Stock Warrants, references herein to the “Securities” shall also refer to and include the Additional Securities. Payment against payment of the purchase price therefor by wire transfer of immediately available funds to or upon the order of the Company by the Escrow Agent, and, in the case of Newcourt, by payment in part through the conversion of the outstanding principal amount and delivery for accrued interest thereon under the Additional Securities Bridge Notes. The Purchasers’ obligations under this Agreement shall be made at the Option Closing Date in the same manner several and at the same office as the payment for the Securities as set forth in subparagraph (b) below. Any closing of the purchase of Additional Securities hereunder is hereinafter referred to as an “Option Closing”)not joint.

Purchase and Sale of Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forthforth in this Agreement: (i) the Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company at the First Time of Delivery (as defined below), the Common Stock at a purchase price per share of $[●] and the Preferred Stock at a purchase price per share of $[●], the respective number of shares of Firm Securities (to be adjusted by Wedbush so as to eliminate fractional shares) set forth opposite the names of the Underwriters in Schedule III hereto. The pricing terms of the purchase of the Firm Securities by the Underwriters and the pricing terms of the offering of the Firm Securities to the public are as set forth in Schedule II hereto and (ii) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to issue and sell to each of the Securities to the UnderwriterUnderwriters, and each of the Underwriter agrees Underwriters agrees, severally and not jointly, to purchase from the Company Company, at the Second Time of Delivery (as defined below), at the purchase price per share set forth in clause (a)(i) of this Section 2, that number of Optional Securities determined by multiplying the number of Optional Securities as to which such election shall have been exercised (to be adjusted by Wedbush so as to eliminate fractional shares) by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter below on the signature page hereof. The pricing terms of the purchase of the Units by the Underwriter and the pricing terms of the offering of the Units to the public are as set forth in Schedule III heretohereto and the denominator of which is the maximum number of Optional Securities that all of the Underwriters are entitled to purchase hereunder. In addition, the The Company hereby grants to the Underwriter the option to purchase an aggregate of up to 15% of the Securities purchased pursuant to this Agreement (the “Additional Securities”) and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriter shall have Underwriters the right to purchase, from the Company (subject purchase at their election up to such adjustment as you shall determine to avoid fractional shares), all or a portion of such Additional Securities as may be necessary to cover over-allotments, if any, made in connection with the offering of the [●] Optional Securities, at the same purchase price per share to be paid by the Underwriter to the Company set forth in clause (a)(i) of this Section 2, for the sole purpose of covering sales of shares in excess of the number of Firm Securities. This option Any such election to purchase Optional Securities may be exercised by you in whole or in part, and at any time or from time to time on or before the thirtieth day following the date hereof, only by written notice (the “Election Notice”) from Wedbush to the Company. Such notice shall set , given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Additional Optional Securities as to which the option is being exercised, be purchased and the date and time when the Additional on which such Optional Securities are to be delivered (such date and time being herein referred to delivered, as an “Option Closing Date”); provided, however, that determined by Wedbush but in no Option Closing Date shall be event earlier than the Closing Date First Time of Delivery (as defined below) nor or, unless Wedbush and the Company otherwise agree in writing, earlier than the first two or later than ten business day days after the date on which the option shall have been exercised with respect to the Additional Securities to be purchased on of such Option Closing Date nor later than the fifth business day after the date on which the option shall have been exercised with respect to the Additional Securities to be purchased on such Option Closing Date unless the Company and you otherwise agree. Unless the context otherwise requires, references herein to the “Securities” shall also refer to and include the Additional Securities. Payment of the purchase price and delivery for the Additional Securities shall be made at the Option Closing Date in the same manner and at the same office as the payment for the Securities as set forth in subparagraph (b) below. Any closing of the purchase of Additional Securities hereunder is hereinafter referred to as an “Option Closing”)notice.

Purchase and Sale of Securities. On At the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forthClosing, the Company agrees to will issue and sell the Securities to the Underwritereach Purchaser, and the Underwriter agrees to each Purchaser will, severally and not jointly, purchase from the Company Company, (a) the Securities as number of shares of Common Stock (the “Shares”) set forth opposite such Purchaser’s name on Exhibit A hereto, at a purchase price of $1.32 per Share (the name “Share Purchase Price”), which is the lower of such Underwriter below (1) the Nasdaq Official Closing Price (as reflected on Xxxxxx.xxx) immediately preceding the signature page hereof. The pricing terms signing of this Agreement or (2) the average Nasdaq Official Closing Price of the Common Stock (as reflected on Xxxxxx.xxx) for the five trading days immediately preceding the signing of this Agreement, (b) for each Purchaser whose purchase of the Units by the Underwriter and the pricing terms of the offering of the Units to the public are as set forth Shares hereunder would otherwise result in Schedule III hereto. In additionsuch Purchaser, the Company hereby grants to the Underwriter the option to purchase an aggregate of up to 15together with its Affiliates, beneficially owning more than 19.9% of the Securities purchased pursuant outstanding Common Stock immediately following the Closing, in lieu of Shares and only to this Agreement that extent, the number of pre-funded warrants to purchase shares of Common Stock set forth opposite such Purchaser’s name on Exhibit A hereto and substantially in the form of Exhibit B hereto (the “Additional SecuritiesPre-Funded Warrants”) and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriter shall have the right to purchase, from the Company (subject to such adjustment as you shall determine to avoid fractional shares), all or at a portion of such Additional Securities as may be necessary to cover over-allotments, if any, made in connection with the offering of the Securities, at the same purchase price per share to be paid by the Underwriter Pre-Funded Warrant equal to the Company Share Purchase Price minus $0.01. Each Pre-Funded Warrant shall be exercisable for one (1) share of Common Stock at an exercise price equal to $0.01. The Shares and the Pre-Funded Warrants are referred to collectively as the “Securities.” Each Purchaser’s aggregate purchase price for the Securities. This option may be exercised Securities purchased by you in whole or in part, and at any time or from time to time on or before the thirtieth day following the date hereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Securities as to which the option such Purchaser hereunder is being exercised, and the date and time when the Additional Securities are to be delivered (such date and time being herein referred to as an “Option Closing Date”); provided, however, that no Option Closing Date shall be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised with respect to the Additional Securities to be purchased on such Option Closing Date nor later than the fifth business day after the date on which the option shall have been exercised with respect to the Additional Securities to be purchased on such Option Closing Date unless the Company and you otherwise agree. Unless the context otherwise requires, references herein to the “Securities” shall also refer to and include the Additional Securities. Payment of the purchase price and delivery for the Additional Securities shall be made at the Option Closing Date in the same manner and at the same office as the payment for the Securities as set forth in subparagraph (b) below. Any closing of the purchase of Additional Securities hereunder is hereinafter referred to as an “Option ClosingAggregate Purchase Price.”).

Purchase and Sale of Securities. On At the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forthClosing, the Company agrees to will issue and sell the Securities to the Underwritereach Purchaser, and the Underwriter agrees to each Purchaser will, severally and not jointly, purchase from the Company Company, (a) the Securities as number of shares of Common Stock (the “Shares”) set forth opposite such Purchaser’s name on Exhibit A hereto, at a purchase price of $1.38 per Share (the name “Share Purchase Price”), which is the lower of: (i) the Nasdaq Official Closing Price (as reflected on Xxxxxx.xxx) immediately preceding the signing of such Underwriter below on this Agreement; or (ii) the signature page hereof. The pricing terms average Nasdaq Official Closing Price of the Common Stock (as reflected on Xxxxxx.xxx) for the five trading days immediately preceding the signing of this Agreement, (b) for each Purchaser whose purchase of the Units by the Underwriter and the pricing terms of the offering of the Units to the public are as set forth Shares hereunder would otherwise result in Schedule III hereto. In additionsuch Purchaser, the Company hereby grants to the Underwriter the option to purchase an aggregate of up to 15together with its Affiliates, beneficially owning more than 19.99% of the Securities purchased pursuant outstanding Common Stock immediately following the Closing, in lieu of Shares and only to this Agreement that extent, the number of pre-funded warrants to purchase shares of Common Stock set forth opposite such Purchaser’s name on Exhibit A hereto and substantially in the form of Exhibit B hereto (the “Additional SecuritiesPre-Funded Warrants”) and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriter shall have the right to purchase, from the Company (subject to such adjustment as you shall determine to avoid fractional shares), all or at a portion of such Additional Securities as may be necessary to cover over-allotments, if any, made in connection with the offering of the Securities, at the same purchase price per share to be paid by the Underwriter Pre-Funded Warrant equal to the Company Share Purchase Price minus $0.01. Each Pre-Funded Warrant shall be exercisable for one (1) share of Common Stock at an exercise price equal to $0.01. The Shares and the Pre-Funded Warrants are referred to collectively as the “Securities.” Each Purchaser’s aggregate purchase price for the Securities. This option may be exercised Securities purchased by you in whole or in part, and at any time or from time to time on or before the thirtieth day following the date hereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Securities as to which the option such Purchaser hereunder is being exercised, and the date and time when the Additional Securities are to be delivered (such date and time being herein referred to as an “Option Closing Date”); provided, however, that no Option Closing Date shall be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised with respect to the Additional Securities to be purchased on such Option Closing Date nor later than the fifth business day after the date on which the option shall have been exercised with respect to the Additional Securities to be purchased on such Option Closing Date unless the Company and you otherwise agree. Unless the context otherwise requires, references herein to the “Securities” shall also refer to and include the Additional Securities. Payment of the purchase price and delivery for the Additional Securities shall be made at the Option Closing Date in the same manner and at the same office as the payment for the Securities as set forth in subparagraph (b) below. Any closing of the purchase of Additional Securities hereunder is hereinafter referred to as an “Option ClosingAggregate Purchase Price.”).

Purchase and Sale of Securities. On the basis of Closing Date, upon the representations, warranties terms and agreements herein contained, but subject to the terms and conditions herein set forthforth herein, the Company agrees to issue and sell the Securities to the Underwritersell, and the Underwriter each Purchaser, severally and not jointly, agrees to purchase from the Company the Securities as set forth opposite the name of Shares and Warrants subscribed for by such Underwriter below on the signature page hereof. The pricing terms of the purchase of the Units by the Underwriter and the pricing terms of the offering of the Units to the public are as set forth in Schedule III hereto. In addition, the Company hereby grants to the Underwriter the option to purchase an aggregate of up to 15% of the Securities purchased pursuant to this Agreement (the “Additional Securities”) and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriter shall have the right to purchase, from the Company (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of such Additional Securities as may be necessary to cover over-allotments, if any, made in connection with the offering of the Securities, at the same purchase price per share to be paid by the Underwriter to the Company for the Securities. This option may be exercised by you in whole or in part, and at any time or from time to time on or before the thirtieth day following the date hereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Securities as to which the option is being exercised, and the date and time when the Additional Securities are to be delivered (such date and time being herein referred to as an “Option Closing Date”)Purchaser; provided, however, that no Option Closing Date to the extent that a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates, and any Person acting as a group together with such Purchaser or any of such Purchaser’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing Shares, such Purchaser may elect, by so indicating such election prior to their issuance, to purchase Pre-Funded Warrants in lieu of Shares in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. The “Beneficial Ownership Limitation” shall be earlier than the Closing Date 4.99% (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised or, with respect to each Purchaser, at the Additional Securities election of such Purchaser at Closing, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of the Shares on the Closing Date. In each case, the election to receive Pre-Funded Warrants is solely at the option of the Purchaser. Each Purchaser shall deliver to the Company via wire transfer, immediately available funds equal to such Purchaser’s Subscription Amount as set forth on Annex A hereto. The Company shall deliver to each Purchaser its respective Shares, Pre-Funded Warrants (if any) and Common Warrants, as determined pursuant to Section 2.2 and the Company and each Purchaser shall deliver the other items set forth in Section 2.2deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of Company Counsel or such other location (including remotely by electronic transmission). Notwithstanding anything herein to the contrary, in no event will a Purchaser be entitled to purchase Shares under this Agreement in excess of such Purchaser’s Beneficial Ownership Limitation and any Shares to be purchased on such Option Closing Date nor later than the fifth business day after the date on which the option shall have been exercised with respect to the Additional Securities to be purchased on such Option Closing Date unless the Company and you otherwise agree. Unless the context otherwise requires, references herein to the “Securities” shall also refer to and include the Additional Securities. Payment hereunder in excess of the purchase price and delivery for the Additional Securities applicable Beneficial Ownership Limitation shall be made at the Option Closing Date delivered in the same manner and at the same office as the payment for the Securities as set forth in subparagraph (b) below. Any closing form of the purchase of Additional Securities hereunder is hereinafter referred to as an “Option Closing”)Pre-Funded Warrants.

Purchase and Sale of Securities. On (a) At the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forthFirst Closing, the Company agrees to will allot, issue and sell the Securities to the Underwritereach Purchaser, and the Underwriter agrees to purchase from the Company the Securities as set forth opposite the name of such Underwriter below on the signature page hereof. The pricing terms of the purchase of the Units by the Underwriter and the pricing terms of the offering of the Units to the public are as set forth in Schedule III hereto. In addition, the Company hereby grants to the Underwriter the option to purchase an aggregate of up to 15% of the Securities purchased pursuant to this Agreement (the “Additional Securities”) and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriter shall have the right to purchase, each Purchaser will subscribe for from the Company (subject to such adjustment as you shall determine to avoid fractional sharesthe requirements set forth in Section 1.2 below), all the number of Ordinary Shares (the “First Closing Securities”), each represented by one American Depositary Share (each, an “ADS” and collectively, “ADSs”), in each case as set forth opposite such Purchaser’s name on Exhibit A hereto. The purchase or a portion of such Additional Securities as may be necessary to cover over-allotments, if any, made in connection with the offering subscription price for each unit of the Securities, at First Closing Securities shall be US$ 2.30 (the same purchase price per share to be paid by the Underwriter to the Company for the Securities. This option may be exercised by you in whole or in part, and at any time or from time to time on or before the thirtieth day following the date hereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Securities as to which the option is being exercised, and the date and time when the Additional Securities are to be delivered (such date and time being herein referred to as an “Option Per Share First Closing DatePurchase Price”); provided, however, that no Option Closing Date shall be earlier than the Closing Date . (as defined belowb) nor earlier than the first business day after the date on which the option shall have been exercised The Purchasers rights and obligations with respect to the Additional Securities Second Closing Amount are set forth in Section 1.1(c). If the Second Closing occurs, then at the Second Closing, the Company will allot, issue and sell to be purchased each Purchaser, and each Purchaser will subscribe for from the Company the number of Ordinary Shares (the “Second Closing Securities” and, together with the First Closing Securities, the “Securities”), each Ordinary Share represented by one ADS, that is equal to the quotient obtained by dividing (A) the product of (x) the Second Closing Amount and (y) such Purchaser’s “Pro Rata Percentage” as set forth opposite such Purchaser’s name on such Option Exhibit A hereto, by (B) the Per Share Second Closing Purchase Price. The “Per Share Second Closing Purchase Price” shall mean the lesser of (i) $2.60 and (ii) the product of (x) the average of the volume weighted average prices as published on the HP screen on Bloomberg of the ADSs as reported on Nasdaq (symbol “AMRN”) for each of the thirty (30) trading days immediately prior to the Second Closing Date nor later and (y) 1.13. (c) If the Investor Purchasers exercise their option to fund the Investors Second Closing Amount in accordance with the Investor Purchase Agreement, the Company will notify the Purchasers and each Purchaser shall be required to fund in full its Pro Rata Percentage of the Second Closing Amount at the Second Closing on the Second Closing Date; provided, that if any Purchaser funds less than such Purchaser’s full pro rata share of the fifth business day after Second Closing Amount (such unfunded amount shall be referred to herein as a “Shortfall Amount”), then, upon consummation of the date on which Second Closing, the option Purchasers that fund their full pro rata shares of the Second Closing Amount at the Second Closing shall have been exercised the right, but not the obligation, to fund any Shortfall Amount (in such proportions as such participating Purchasers shall determine in their sole discretion) and acquire the Second Closing Securities in respect of the amount funded. If the Investor Purchasers fail to exercise their option to fund the Investors Second Closing Amount in accordance with the Investors Purchase Agreement, then the Purchaser’s rights and obligations hereunder with respect to the Second Closing Amount will expire and be of no further force or effect. (d) The Per Share Second Closing Purchase Price and/or the number of Second Closing Securities issuable upon funding of the Second Closing Amount will be subject to adjustment in the event of (i) stock splits, stock dividends and similar events, and (ii) issuances of Ordinary Shares (including as ADSs), securities convertible into Ordinary Shares or ADSs, warrants to subscribe for Ordinary Shares or ADSs, or options to purchase any of the foregoing, exclusive however of Exempt Securities (“Additional Stock”), at a price per share that is less than, or with a conversion or exercise price that is less than, the Per Share Second Closing Purchase Price. In the case of clause (i), in the event of changes in the outstanding Ordinary Shares, on or after the First Closing Date, by reason of a stock split, reverse stock split, stock dividend, subdivision, split-up, combination of shares, consolidation or other transaction having similar effect, the number of Second Closing Securities purchasable under this Agreement in the aggregate and the Per Share Second Closing Purchase Price shall be correspondingly adjusted to be purchased give each Purchaser, on occurrence of the Second Closing for the same aggregate Second Closing Purchase Price, the total number of Second Closing Securities as such Option Purchaser would have owned had the Second Closing Date unless the Company and you otherwise agree. Unless the context otherwise requires, references herein been consummated prior to the “Securities” event requiring adjustment and had such Purchaser continued to hold such Securities until after such event. In the case of clause (ii), the provisions of Exhibit B hereto shall also refer to and include the Additional Securitiesapply. Payment of the purchase price and delivery for the Additional Securities shall be made at the Option Closing Date in the same manner and at the same office as the payment for the Securities as set forth in subparagraph (b) below. Any closing of the purchase of Additional Securities hereunder is hereinafter referred to as an “Option Closing”)SECTION 1.2.

Purchase and Sale of Securities. On Except for the basis of securities to be purchased and sold at the representationsAdditional Closing, warranties and agreements herein contained, but subject to at the terms and conditions herein set forthClosing, the Company agrees to will issue and sell to each Purchaser, and each Purchaser will, severally and not jointly, purchase from the Securities Company, (a) the number of shares of Common Stock (the “Shares”) set forth opposite such Purchaser’s name on Exhibit A hereto, at a purchase price of $2.70 per Share (the “Share Purchase Price”), which is the closing price of the Common Stock as reported on Nasdaq on the date of this Agreement, (b) for each indicated Purchaser whose purchase of Shares hereunder would otherwise result in such Purchaser, together with its affiliates, beneficially owning more than 9.99% of the outstanding Common Stock immediately following the Closing, in lieu of Shares and only to that extent, the number of pre-funded warrants to purchase shares of Common Stock set forth opposite such Purchaser’s name on Exhibit A hereto and substantially in the form of Exhibit B-1 hereto (the “Pre-Funded Warrants”), at a purchase price per Pre-Funded Warrant equal to the UnderwriterShare Purchase Price minus $0.01, and (c) the number of warrants set forth opposite such Purchaser’s name on Exhibit A hereto and substantially in the form of Exhibit B-2 hereto (the “Common Warrants”), at a purchase price of $0.125 per Common Warrant. At the Additional Closing, the Company will issue and sell to each Purchaser listed on Exhibit A under the heading “Additional Closing”, and each such Purchaser will, severally and not jointly, purchase from the Company, (x) the number of shares of Common Stock (which shall also be deemed “Shares”) set forth opposite such Purchaser’s name on Exhibit A hereto under the heading “Additional Closing”, at the Share Purchase Price and (y) the number of Common Warrants set forth opposite such Purchaser’s name on Exhibit A hereto under the heading “Additional Closing”, at a purchase price of $0.125 per Common Warrant. Each Pre-Funded Warrant shall be exercisable for one (1) share of Common Stock at an exercise price equal to $0.01. For each Share and for each Pre-Funded Warrant purchased by a Purchaser, such Purchaser shall receive a Common Warrant to purchase one share of Common Stock at an exercise price equal to $2.70. The Pre-Funded Warrants and the Common Warrants are referred to collectively as the “Warrants”, and the Underwriter agrees to purchase from Shares, the Company the Securities as set forth opposite the name of such Underwriter below on the signature page hereof. The pricing terms of the purchase of the Units by the Underwriter Warrants and the pricing terms of Warrant Shares are referred to collectively as the offering of the Units to the public are as set forth in Schedule III hereto. In addition, the Company hereby grants to the Underwriter the option to “Securities.” Each Purchaser’s aggregate purchase an aggregate of up to 15% of price for the Securities purchased pursuant to this Agreement (the “Additional Securities”) and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriter shall have the right to purchase, from the Company (subject to by such adjustment as you shall determine to avoid fractional shares), all or a portion of such Additional Securities as may be necessary to cover over-allotments, if any, made in connection with the offering of the Securities, at the same purchase price per share to be paid by the Underwriter to the Company for the Securities. This option may be exercised by you in whole or in part, and at any time or from time to time on or before the thirtieth day following the date hereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Securities as to which the option Purchaser hereunder is being exercised, and the date and time when the Additional Securities are to be delivered (such date and time being herein referred to as an “Option Closing Date”); provided, however, that no Option Closing Date shall be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised with respect to the Additional Securities to be purchased on such Option Closing Date nor later than the fifth business day after the date on which the option shall have been exercised with respect to the Additional Securities to be purchased on such Option Closing Date unless the Company and you otherwise agree. Unless the context otherwise requires, references herein to the “Securities” shall also refer to and include the Additional Securities. Payment of the purchase price and delivery for the Additional Securities shall be made at the Option Closing Date in the same manner and at the same office as the payment for the Securities as set forth in subparagraph (b) below. Any closing of the purchase of Additional Securities hereunder is hereinafter referred to as an “Option ClosingAggregate Purchase Price.”).

Purchase and Sale of Securities. On Upon the basis of the representations, warranties terms and agreements herein contained, but subject to the terms conditions of this Agreement and conditions herein set forththe Applicable Laws, at Closing (as defined below), each Purchaser hereby agrees to subscribe for and purchase, and the Company hereby agrees to issue and sell the Securities to the Underwritereach Purchaser, and the Underwriter agrees to for a maximum purchase from the Company the Securities price payable by such Purchaser as set forth opposite such Purchaser’s name under the name column titled “Purchase Price” under Schedule A attached hereto, (A) such number of Ordinary Shares (with respect to such Underwriter below Purchaser, its “Subscription Shares”) calculated by dividing (a) the Purchase Price paid by such Purchaser to the Company pursuant to this Section 2.01, by (b) the per share purchase price (the “Per Share Purchase Price”) that is the higher of (i) US$1.00 and (ii) 88% of the lowest daily dollar volume-weighted average price (“VWAP”) of the Ordinary Shares on the signature page NASDAQ Capital Market (as reported by Bloomberg) during the last 10 Trading Days immediately preceding the date hereof. The pricing terms of ; and (B) certain Warrants, in substantially the purchase of the Units by the Underwriter and the pricing terms of the offering of the Units to the public are form attached hereto as set forth in Schedule III hereto. In additionExhibit A, the Company hereby grants to the Underwriter the option to purchase an aggregate number of up Ordinary Shares that equals twice the number of its Subscription Shares (with respect to 15% of such Purchaser, its “Subscription Warrants”). The aggregate Purchase Price payable by all the Securities purchased pursuant to this Agreement Purchasers is no more than US$3,300,000 (the “Additional SecuritiesAggregate Purchase Price”) and, upon the basis of the warranties and representations and subject ). Notwithstanding any provision contained in this Agreement to the terms and conditions herein set forthcontrary, the Underwriter Company shall have not issue fractional shares. If, the right calculation of a Purchaser’s Subscription Shares in this Section 2.01 would result in fractional shares, the Purchase Price paid by such Purchaser shall be adjusted down to purchase, from the nearest number which would not result in the Company (subject to such adjustment as you shall determine to avoid issuing fractional shares), all or a portion of such Additional Securities as may be necessary to cover over-allotments, if any, made in connection with the offering of the Securities, at the same purchase price per share to be paid by the Underwriter to the Company for the Securities. This option may be exercised by you in whole or in part, and at any time or from time to time on or before the thirtieth day following the date hereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Securities as to which the option is being exercised, and the date and time when the Additional Securities are to be delivered (such date and time being herein referred to as an “Option Closing Date”); provided, however, that no Option Closing Date shall be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised with respect to the Additional Securities to be purchased on such Option Closing Date nor later than the fifth business day after the date on which the option shall have been exercised with respect to the Additional Securities to be purchased on such Option Closing Date unless the Company and you otherwise agree. Unless the context otherwise requires, references herein to the “Securities” shall also refer to and include the Additional Securities. Payment of the purchase price and delivery for the Additional Securities shall be made at the Option Closing Date in the same manner and at the same office as the payment for the Securities as set forth in subparagraph (b) below. Any closing of the purchase of Additional Securities hereunder is hereinafter referred to as an “Option Closing”).

Purchase and Sale of Securities. On At the basis closing of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Securities to the Underwriter, and the Underwriter agrees to purchase from the Company the Securities as set forth opposite the name of such Underwriter below on the signature page hereof. The pricing terms of the purchase of the Units transaction contemplated by the Underwriter and the pricing terms of the offering of the Units to the public are as set forth in Schedule III hereto. In addition, the Company hereby grants to the Underwriter the option to purchase an aggregate of up to 15% of the Securities purchased pursuant to this Agreement (the “Additional SecuritiesClosing”), the Company will sell and issue to each Purchaser, and each Purchaser will, severally and not jointly, purchase from the Company, the number of Shares equal to, (x) andthe dollar amount set forth opposite such Purchaser’s name on Schedule 1 hereto under the heading “Subscription Amount” divided by (y) the Per Share Purchase Price, upon the basis of the warranties and representations and subject rounded down to the terms and conditions herein set forth, the Underwriter shall have the right to purchase, from the Company (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of such Additional Securities as may be necessary to cover over-allotments, if any, made in connection with the offering of the Securities, at the same purchase price per share to be paid by the Underwriter to the Company for the Securities. This option may be exercised by you in nearest whole or in part, and at any time or from time to time on or before the thirtieth day following the date hereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Securities as to which the option is being exercised, and the date and time when the Additional Securities are to be delivered (such date and time being herein referred to as an “Option Closing Date”)share; provided, however, in the event the number of Shares resulting from the foregoing calculation would result in such Purchaser, together with its Attribution Parties, beneficially owning in excess of the Beneficial Ownership Limitation of the outstanding Common Stock immediately after the Closing, then (i) the number of Shares otherwise issuable to such Purchaser at the Closing will be reduced by the number (such number, the “Overage Number”) of Shares that would result in such Purchaser beneficially owning, together with its Attribution Parties, no Option more than the Beneficial Ownership Limitation of the outstanding Common Stock immediately after the Closing, (ii) if elected by the Purchaser, the Company will issue to such Purchaser at the Closing Date a Pre-Funded Warrant that is exercisable for a number of Warrant Shares that is equal to the Overage Number, (iii) the Subscription Amount payable by such Purchaser at the Closing pursuant to Section 1.1(b) below shall be earlier than reduced by $0.0001 for each Warrant Share subject to the Pre-Funded Warrant being purchased by such Purchaser and (iv) to the extent the Purchaser has elected not to purchase Pre-Funded Warrants, such Purchaser’s Subscription Amount shall equal the number of Shares such Purchaser purchases at Closing multiplied by the Per Share Purchase Price. The Pre-Funded Warrants shall have an exercise price of $0.0001 per Warrant Share. The applicable Purchaser’s name, Beneficial Ownership Limitation, Shares to be acquired, Warrant Shares underlying the Pre-Funded Warrant, aggregate Subscription Amount and aggregate amount of funds to be payable pursuant to this Section 1.1(a) are set forth on Schedule 1, provided the Warrant Shares underlying the Pre-Funded Warrant shall be increased, if applicable, and the Shares reduced, as necessary, as a result of any purchase by such Purchaser (or its Attribution Parties) of shares of Common Stock (or securities exercisable or convertible into shares of Common Stock) following the execution of this Agreement and prior to the Closing Date (as defined belowother than pursuant to this Agreement) nor earlier than to ensure that such Purchaser, together with its Attribution Parties, does not beneficially own in excess of the first business day Beneficial Ownership Limitation of the outstanding shares of Common Stock immediately after the Closing. The number of Shares and Per Share Purchase Price set forth on Schedule 1 shall be equitably adjusted in the event of any reclassification, recapitalization, stock split, reverse stock split or combination, exchange or readjustment of shares, or any stock dividend effected by the Company between the date on which hereof and the option shall have been exercised with respect Closing. Prior to the Additional Securities to be purchased on such Option Closing Date nor later than Closing, the fifth business day after the date on which the option Company shall have been exercised with respect deliver to the Additional Transfer Agent irrevocable instructions to issue to such Purchaser or in such nominee name(s) as designated by such Purchaser in writing such number of Securities to be purchased on such Option Closing Date unless the Company and you otherwise agree. Unless the context otherwise requires, references herein to the “Securities” shall also refer to and include the Additional Securities. Payment of the purchase price and delivery for the Additional Securities shall be made at the Option Closing Date in the same manner and at the same office as the payment for the Securities as set forth in subparagraph (b) below. Any closing of the purchase of Additional Securities hereunder is hereinafter referred to as an “Option Closing”)opposite such Purchaser’s name on Schedule 1 hereto.

Purchase and Sale of Securities. On At the basis closing of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Securities to the Underwriter, and the Underwriter agrees to purchase from the Company the Securities as set forth opposite the name of such Underwriter below on the signature page hereof. The pricing terms of the purchase of the Units transaction contemplated by the Underwriter and the pricing terms of the offering of the Units to the public are as set forth in Schedule III hereto. In addition, the Company hereby grants to the Underwriter the option to purchase an aggregate of up to 15% of the Securities purchased pursuant to this Agreement (the “Additional SecuritiesClosing”), the Company will sell and issue to each Purchaser, and each Purchaser will, severally and not jointly, purchase from the Company, (A) andthe number of Common Shares equal to (x) the dollar amount set forth opposite such Purchaser’s name on Exhibit A hereto under the heading “Common Shares Subscription Amount” divided by (y) the Market Price, upon the basis of the warranties and representations and subject rounded down to the terms and conditions herein set forth, the Underwriter shall have the right to purchase, from the Company (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of such Additional Securities as may be necessary to cover over-allotments, if any, made in connection with the offering of the Securities, at the same purchase price per share to be paid by the Underwriter to the Company for the Securities. This option may be exercised by you in nearest whole or in part, and at any time or from time to time on or before the thirtieth day following the date hereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Securities as to which the option is being exercised, and the date and time when the Additional Securities are to be delivered (such date and time being herein referred to as an “Option Closing Date”)share; provided, however, in the event the number of Common Shares resulting from the foregoing calculation would result in such Purchaser, together with its Attribution Parties, beneficially owning in excess of the Beneficial Ownership Limitation of the outstanding Common Stock immediately after the Closing, then (i) the number of Common Shares otherwise issuable to such Purchaser at the Closing will be reduced by the number (such number, the “Overage Number”) of Common Shares that would result in such Purchaser beneficially owning, together with its Attribution Parties, no Option Closing Date shall be earlier more than the Closing Date (as defined below) nor earlier than Beneficial Ownership Limitation of the first business day outstanding Common Stock immediately after the date on Closing, and (ii) the Company will issue to such Purchaser at the Closing the maximum number of whole Preferred Shares which are convertible (in the option shall have been exercised with respect aggregate and without regard to any conversion limitations) into a number of Preferred Conversion Shares that does not exceed the Overage Number; and (B) a Warrant in the form attached hereto as Exhibit B exercisable for a number of shares of Common Stock equal to seventy-five percent of Common Shares purchased by the Purchaser at the Closing, rounded down to the Additional Securities nearest whole share, plus, if applicable, seventy-five percent of the Preferred Conversion Shares issuable upon conversion of the Preferred Shares purchased by the Purchaser at the Closing, rounded down to the nearest whole share. The Common Shares, Warrants and Preferred Shares to be purchased on such Option issued in the Closing Date nor later than the fifth business day after the date on which the option shall have been exercised with respect are collectively referred to the Additional Securities to be purchased on such Option Closing Date unless the Company and you otherwise agree. Unless the context otherwise requires, references herein to as the “Securities” shall also refer to and include the Additional Securities. Payment of the purchase price and delivery for the Additional Securities shall be made at the Option Closing Date in the same manner and at the same office as the payment for the Securities as set forth in subparagraph (b) below. Any closing of the purchase of Additional Securities hereunder is hereinafter referred to as an “Option Closing”).

Purchase and Sale of Securities. On At the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forthClosing, the Company agrees to will issue and sell the Securities to the Underwritereach Purchaser, and the Underwriter agrees to each Purchaser will, severally and not jointly, purchase from the Company Company, (a) the Securities as number of shares of Common Stock (the “Shares”) set forth opposite such Purchaser’s name on Exhibit A hereto, at a purchase price of $1.67 per Share (the name “Share Purchase Price”), which is the lower of such Underwriter below (1) the closing sales price of the Common Stock as reported on the signature page hereof. The pricing terms Nasdaq Capital Market on the date preceding this Agreement or (2) the average of the previous five (5) closing sales prices of the Common Stock as reported on the Nasdaq Capital Market beginning on the date preceding this Agreement (b) for each Purchaser whose purchase of the Units by the Underwriter and the pricing terms of the offering of the Units to the public are as set forth Shares hereunder would otherwise result in Schedule III hereto. In additionsuch Purchaser, the Company hereby grants to the Underwriter the option to purchase an aggregate of up to 15together with its affiliates, beneficially owning more than 9.99% of the Securities purchased pursuant outstanding Common Stock immediately following the Closing, in lieu of Shares and only to this Agreement that extent, the number of pre-funded warrants to purchase shares of Common Stock set forth opposite such Purchaser’s name on Exhibit A hereto and substantially in the form of Exhibit B hereto (the “Additional SecuritiesPre-Funded Warrants”) and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriter shall have the right to purchase, from the Company (subject to such adjustment as you shall determine to avoid fractional shares), all or at a portion of such Additional Securities as may be necessary to cover over-allotments, if any, made in connection with the offering of the Securities, at the same purchase price per share to be paid by the Underwriter Pre-Funded Warrant equal to the Company Share Purchase Price minus $0.01. Each Pre-Funded Warrant shall be exercisable for one (1) share of Common Stock at an exercise price equal to $0.01. The Shares and the Pre-Funded Warrants are referred to collectively as the “Securities.” Each Purchaser’s aggregate purchase price for the Securities. This option may be exercised Securities purchased by you in whole or in part, and at any time or from time to time on or before the thirtieth day following the date hereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Securities as to which the option such Purchaser hereunder is being exercised, and the date and time when the Additional Securities are to be delivered (such date and time being herein referred to as an “Option Closing Date”); provided, however, that no Option Closing Date shall be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised with respect to the Additional Securities to be purchased on such Option Closing Date nor later than the fifth business day after the date on which the option shall have been exercised with respect to the Additional Securities to be purchased on such Option Closing Date unless the Company and you otherwise agree. Unless the context otherwise requires, references herein to the “Securities” shall also refer to and include the Additional Securities. Payment of the purchase price and delivery for the Additional Securities shall be made at the Option Closing Date in the same manner and at the same office as the payment for the Securities as set forth in subparagraph (b) below. Any closing of the purchase of Additional Securities hereunder is hereinafter referred to as an “Option ClosingAggregate Purchase Price.”).

Purchase and Sale of Securities. On At the basis closing of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Securities to the Underwriter, and the Underwriter agrees to purchase from the Company the Securities as set forth opposite the name of such Underwriter below on the signature page hereof. The pricing terms of the purchase of the Units transaction contemplated by the Underwriter and the pricing terms of the offering of the Units to the public are as set forth in Schedule III hereto. In addition, the Company hereby grants to the Underwriter the option to purchase an aggregate of up to 15% of the Securities purchased pursuant to this Agreement (the “Additional SecuritiesClosing”), the Company will sell and issue to each Purchaser, and each Purchaser will, severally and not jointly, purchase from the Company, (A) the number of Common Shares equal to (x) the dollar amount set forth opposite such Purchaser’s name on Exhibit A hereto under the heading “Common Share Subscription Amount” (“Common Share Subscription Amount”) anddivided by (y) the Market Price, upon the basis of the warranties and representations and subject rounded down to the terms and conditions herein set forth, the Underwriter shall have the right to purchase, from the Company (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of such Additional Securities as may be necessary to cover over-allotments, if any, made in connection with the offering of the Securities, at the same purchase price per share to be paid by the Underwriter to the Company for the Securities. This option may be exercised by you in nearest whole or in part, and at any time or from time to time on or before the thirtieth day following the date hereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Securities as to which the option is being exercised, and the date and time when the Additional Securities are to be delivered (such date and time being herein referred to as an “Option Closing Date”)share; provided, however, in the event the number of Common Shares resulting from the foregoing calculation would result in such Purchaser, together with its Attribution Parties, beneficially owning in excess of the Beneficial Ownership Limitation of the outstanding Common Stock immediately after the Closing, then (i) the number of Common Shares otherwise issuable to such Purchaser at the Closing will be reduced by the number (such number, the “Overage Number”) of Common Shares that would result in such Purchaser beneficially owning, together with its Attribution Parties, no Option more than the Beneficial Ownership Limitation of the outstanding Common Stock immediately after the Closing, (ii) the Company will issue to such Purchaser at the Closing Date a Pre-Funded Warrant to purchase the number of whole Pre-Funded Warrant Shares (in the aggregate and without regard to any exercise limitations) equal to the Overage Number, and (iii) the dollar amount set forth opposite such Purchaser’s name on Exhibit A hereto under the heading “Common Share Subscription Amount” shall be earlier than reduced by the amount equal to the number of Pre-Funded Warrant Shares underlying the Pre-Funded Warrant multiplied by $0.001, and (B) a Common Warrant in the form attached hereto as Exhibit C exercisable for a number of shares of Common Stock equal to the number of Common Shares purchased by the Purchaser at the Closing Date (as defined below) nor earlier than plus, if applicable, the first business day after the date on which the option shall have been exercised with respect to the Additional Securities to be purchased on such Option Closing Date nor later than the fifth business day after the date on which the option shall have been exercised with respect to the Additional Securities to be purchased on such Option Closing Date unless the Company and you otherwise agree. Unless the context otherwise requires, references herein to the “Securities” shall also refer to and include the Additional Securities. Payment number of Pre-Funded Warrant Shares issuable upon exercise of the purchase price and delivery for Pre-Funded Warrants purchased by the Additional Securities shall be made Purchaser at the Option Closing Date in the same manner and at the same office as the payment for the Securities as set forth in subparagraph (b) below. Any closing of the purchase of Additional Securities hereunder is hereinafter referred to as an “Option Closing”).